Obligation Brenntag Financial B.V. 1.125% ( XS1689523840 ) en EUR

Brenntag Financial B.V.

100 % ⇌

Pays-bas

XS1689523840 ( en EUR )

1.125% par an ( paiement annuel )

27/09/2025 - Obligation échue

Prospectus brochure de l'obligation Brenntag Finance B.V XS1689523840 en EUR 1.125%, échue

Brenntag Finance B.V. est une filiale de Brenntag SE, un distributeur mondial de produits chimiques et d'ingrédients, qui fournit des services financiers et de trésorerie au sein du groupe Brenntag.

L'obligation de type XS1689523840, émise par Brenntag Finance B.V., a récemment achevé son parcours financier avec le remboursement intégral de son capital aux investisseurs. Brenntag Finance B.V. est la filiale de financement du groupe Brenntag AG, un acteur majeur et un leader mondial dans la distribution de produits chimiques et d'ingrédients, dont l'émission de cette dette a été réalisée depuis les Pays-Bas. Cette obligation, libellée en Euros (EUR), était structurée avec un taux d'intérêt annuel fixe de 1.125% et prévoyait une fréquence de paiement des intérêts annuelle (1). Ayant atteint sa date de maturité fixée au 27 septembre 2025, le titre a été remboursé à sa valeur nominale, ce qui est corroboré par l'indication d'un prix de marché de 100% au moment de son échéance, attestant de l'exécution complète des obligations contractuelles envers les porteurs.

Brenntag Finance B.V.
(a private company with limited liability incorporated under the laws of The Netherlands)
EUR 600,000,000 1.125% Notes due 2025
unconditionally and irrevocably guaranteed by
Brenntag AG
(a stock corporation incorporated under the laws of the Federal Republic of Germany,
having its corporate domicile in Mülheim an der Ruhr, Germany)
Issue Price: 99.227%
Brenntag Finance B.V. (the "Issuer") will issue on or about September 27, 2017 (the "Issue Date") EUR 600,000,000 1.125% Notes due
2025 (the "Notes"). The Notes will bear interest from and including September 27, 2017 to, but excluding, September 27, 2025 at a rate of
1.125% per annum, payable annually in arrear on September 27 in each year, commencing on September 27, 2018.
The Notes will mature on September 27, 2025. The Issuer may redeem all (but not some only) of the Notes at its option at their principal
amount together with interest accrued to the date of such redemption in the event of certain tax changes as described under "Conditions of
Issue § 5 Redemption". Upon the occurrence of a change of control the holder of each Note (the "Holder") will have the right to require the
Issuer to redeem such Note at its principal amount together with accrued interest as described below in "Conditions of Issue § 5
Redemption". The Notes may also be redeemed, at the option of the Issuer, in whole but not in part, (i) at a price equal to their principal
amount outstanding plus any accrued and unpaid interest upon the occurrence of certain changes in applicable tax laws, if 85% or more of
the then outstanding principal amount of the Notes has been redeemed following the occurrence of a change of control event or within a
period of three months before the maturity date, and (ii) at their Call Redemption Amount (Make Whole) (as defined in the Conditions of
Issue) upon the Issuer giving not less than 30 days' nor more than 60 days' prior notice of such redemption.
The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by Brenntag AG, Mülheim an
der Ruhr, Federal Republic of Germany (the "Guarantor" or "Brenntag AG"). This guarantee (the "Guarantee") constitutes direct,
unconditional and unsubordinated obligations of the Guarantor the fulfilment of which is restricted to and may only be claimed out of the
corporate assets of the Guarantor.
Moody's Investors Services Limited ("Moody's") has assigned a prospective rating of Baa3 to the Notes and Standard & Poor's Credit
Market Services, Europe Limited ("S&P") has assigned a preliminary rating of BBB to the Notes. Brenntag AG is rated by S&P with BBB,
outlook stable, and by Moody's with Baa3, outlook stable. A security rating and a credit rating is not a recommendation to buy, sell or hold
securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating organisation. S&P and Moody's are
established in the European Community and are registered under Regulation (EC) No 1060/2009 of the European Parliament and of the
Council of September 16, 2009 on credit rating agencies, as amended.

For a discussion of certain significant factors affecting investments in the Notes,
see "Risk Factors" on pages 6 through 18.
This offering circular (the "Offering Circular") constitutes a prospectus for the purpose of the Luxembourg Law of July 10, 2005 on
Prospectuses for Securities, as amended. Application has been made for admission of the Notes to the official list of the Luxembourg Stock
Exchange and for trading on the Euro MTF market ("Euro MTF") operated by the Luxembourg Stock Exchange, which is a multilateral
trading facility for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, as amended, and therefore a non-EU-
regulated market.
The Notes are issued in bearer form with a denomination of EUR 1,000 each. The Notes will only be transferable in minimum aggregate
principal amounts of EUR 100,000 and any integral multiples of EUR 1,000 above EUR 100,000. The Notes have been assigned the
following securities codes: ISIN XS1689523840, Common Code 168952384, WKN A19PDB.
Joint Lead Managers

BofA Merrill Lynch
Commerzbank
Crédit Agricole CIB
HSBC

BNP PARIBAS
Deutsche Bank
Helaba
ING

Mizuho Securities
MUFG
UniCredit Bank

The date of this Offering Circular is September 25, 2017.

RESPONSIBILITY STATEMENT
Each of the Issuer and the Guarantor accepts in respect of itself only responsibility for the information
contained in this Offering Circular and hereby declares that, having taken all reasonable care to ensure
that such is the case, the information contained in this Offering Circular is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
Each of the Issuer and the Guarantor further confirms that (i) this Offering Circular contains all
information with respect to the Issuer, the Guarantor and Brenntag AG and its subsidiaries taken as a
whole ("Brenntag" or the "Brenntag Group"), to the Notes and the Guarantee which is material in the
context of the issue and offering of the Notes, including all information which, according to the particular
nature of the Issuer and the Guarantor and of the Notes and the Guarantee, is necessary to enable
investors and their investment advisers to make an informed assessment of the assets and liabilities,
financial position, profits and losses, and prospects of the Issuer, the Guarantor and the Brenntag Group
and of the rights attached to the Notes and the Guarantee; (ii) the statements contained in this Offering
Circular relating to the Issuer, the Guarantor, the Brenntag Group, the Notes and the Guarantee are in
every material respect true and accurate and not misleading; (iii) there are no other facts in relation to the
Issuer, the Guarantor, the Brenntag Group, the Notes or the Guarantee the omission of which would, in the
context of the issue and offering of the Notes, make any statement in the Offering Circular misleading in
any material respect; and (iv) reasonable enquiries have been made by the Issuer and the Guarantor to
ascertain such facts and to verify the accuracy of all such information and statements.

NOTICE
IN
CONNECTION
WITH
THE
ISSUE
OF
THE
NOTES,
COMMERZBANK
AKTIENGESELLSCHAFT (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF
THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER,
THERE
IS
NO
ASSURANCE
THAT
COMMERZBANK
AKTIENGESELLSCHAFT (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN AT ANY TIME
AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE OF THE RECEIPT OF
THE PROCEEDS OF THE ISSUE BY THE ISSUER AND 60 CALENDAR DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILISING SHALL BE IN
COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY
RELEVANT JURISDICTION.
To the extent not otherwise indicated, the information in this Offering Circular on competition in the
markets in which the Issuer and the Guarantor operate is taken from publicly available sources. The
business and information from third-party sources that is cited here has been reproduced accurately. As
far as the Issuer and the Guarantor are aware and are able to ascertain from information published by such
third-party, no facts have been omitted which would render the reproduced information published
inaccurate or misleading.
No person is authorised to give any information or to make any representations other than those contained
in this Offering Circular and, if given or made, such information or representations must not be relied
upon as having been authorised by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers
(as defined in "SUBSCRIPTION AND SALE OF THE NOTES"). Neither the delivery of this Offering
Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuer, the Guarantor or any of their affiliates since the date of this
Offering Circular, or that the information herein is correct at any time after such date.
This Offering Circular contains certain forward-looking statements, including statements using the words
"believes", "anticipates", "intends", "expects" or other similar terms. This applies in particular to
statements under the caption "INDUSTRY AND BUSINESS OVERVIEW" and statements elsewhere in
this Offering Circular relating to, among other things, the future financial performance, plans and
expectations regarding developments in the business of the Brenntag Group. These forward-looking
statements are subject to a number of risks, uncertainties, assumptions and other factors that may cause
the actual results, including the financial position and profitability of the Issuer and the Guarantor, to be

- ii -

materially different from or worse than those expressed or implied by these forward-looking statements.
Neither the Issuer nor the Guarantor assume any obligation to update such forward-looking statements
and to adapt them to future events or developments.
Neither the Joint Lead Managers nor any other person mentioned in this Offering Circular, except for the
Issuer and the Guarantor, are responsible for the information contained in this Offering Circular or any
other document incorporated herein by reference, and accordingly, and to the extent permitted by the laws
of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and
completeness of the information contained in any of these documents. The Joint Lead Managers have not
independently verified any such information and accept no responsibility for the accuracy thereof.
EACH INVESTOR CONTEMPLATING PURCHASING ANY NOTES SHOULD MAKE ITS
OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS,
AND ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE ISSUER AND THE
GUARANTOR.
EACH
PERSON
RECEIVING
THIS
OFFERING
CIRCULAR
ACKNOWLEDGES THAT (I) SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY
TO REQUEST AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION
CONSIDERED BY IT TO BE NECESSARY TO VERIFY THE ACCURACY OF OR TO
SUPPLEMENT THE INFORMATION HEREIN, (II) SUCH PERSON HAS NOT RELIED ON
THE JOINT LEAD MANAGERS OR ANY PERSON AFFILIATED WITH THEM IN
CONNECTION
WITH
ITS
INVESTIGATION
OF
THE
ACCURACY
OF
SUCH
INFORMATION OR ITS INVESTMENT DECISION, (III) NO PERSON HAS BEEN
AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
REGARDING THE NOTES OTHER THAN AS CONTAINED HEREIN, AND IF GIVEN OR
MADE, ANY SUCH OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE
RELIED UPON AS HAVING BEEN AUTHORISED, AND (IV) NEITHER THE DELIVERY OF
THIS OFFERING CIRCULAR NOR ANY SALE MADE HEREUNDER WILL CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SINCE THE DATE HEREOF. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS
OWN BUSINESS, LEGAL AND TAX ADVISERS FOR INVESTMENT, LEGAL AND TAX
ADVICE AND AS TO THE DESIRABILITY AND CONSEQUENCES OF AN INVESTMENT IN
THE NOTES.
This Offering Circular does not constitute an offer of Notes or an invitation by or on behalf of the Issuer,
the Guarantor or the Joint Lead Managers to the public generally to purchase any Notes. Neither this
Offering Circular nor any other information supplied in connection with the Notes should be considered
as a recommendation by the Issuer, the Guarantor or the Joint Lead Managers to a recipient hereof and
thereof that such recipient should purchase any Notes.
This Offering Circular has been prepared by the Issuer and the Guarantor solely for the purpose of
offering the Notes described herein and the Offering Circular may only be used for this purpose.
Notwithstanding any investigation that the Joint Lead Managers may have made with respect to the
information set forth herein, this Offering Circular does not constitute, and shall not be construed as, any
representation or warranty by the Joint Lead Managers as to the adequacy or accuracy of the information
set forth herein. A prospective investor shall not be entitled to, and must not rely on, this Offering
Circular unless it was furnished to such prospective investor directly by the Issuer, the Guarantor or the
Joint Lead Managers.

This Offering Circular does not constitute, and may not be used for the purposes of, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such offer or solicitation. The offer, sale and delivery of the Notes
and the distribution of this Offering Circular in certain jurisdictions is restricted by law. Persons into
whose possession this Offering Circular comes are required by the Issuer, the Guarantor and the Joint Lead
Managers to inform themselves about and to observe any such restrictions. For a description of the
restrictions applicable in the European Economic Area in general, the United States of America and its
Territories, the United Kingdom of Great Britain and Northern Ireland, the Republic of Italy and The
Netherlands, see "SUBSCRIPTION AND SALE OF THE NOTES--Selling Restrictions". In particular,
the Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, and are subject to tax law requirements of the United States of America; subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States of America or to U.S.
persons.

- iii -

In this Offering Circular all references to "", "EUR" or "Euro" are to the currency introduced at the start
of the third stage of the European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of May 3, 1998 on the introduction of the Euro, as amended.

- iv -

CONTENTS

Page

SUMMARY............................................................................................................ 1
RISK FACTORS .................................................................................................... 6
USE OF PROCEEDS ........................................................................................... 18
GENERAL INFORMATION ON THE ISSUER ................................................ 19
GENERAL INFORMATION ON THE GUARANTOR ..................................... 22
INDUSTRY OVERVIEW .................................................................................... 31
BUSINESS OF THE BRENNTAG GROUP ....................................................... 34
CONDITIONS OF ISSUE ................................................................................... 45
GUARANTEE ...................................................................................................... 70
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS .. 76
RATING ............................................................................................................... 78
TAXATION.......................................................................................................... 79
SUBSCRIPTION AND SALE OF THE NOTES ................................................ 86
GENERAL INFORMATION / INCORPORATION BY REFERENCE ............ 90

SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics of and risks associated
with the Issuer, the Guarantor and the Notes. This Summary should be read as an introduction to this Offering
Circular. It does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of
this Offering Circular. Any decision by an investor to invest in the Notes should be based on consideration of
this Offering Circular as a whole. Civil liability attaches to the Issuer and the Guarantor who have tabled this
Summary, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other
parts of this Offering Circular.
Summary in respect of the Notes
Words and expressions defined in the Conditions of Issue of the Notes reproduced elsewhere in this Offering
Circular shall have the same meanings in this Summary.

Issuer:
Brenntag Finance B.V
Guarantor:
Brenntag AG
Joint Lead Managers:
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
HSBC Bank plc
Merrill Lynch International

BNP PARIBAS
Deutsche Bank AG, London Branch
ING Bank N.V.
Landesbank Hessen-Thüringen Girozentrale
Mizuho International plc
MUFG Securities EMEA plc
UniCredit Bank AG
Principal Paying Agent:
HSBC Bank plc
Calculation Agent:
HSBC Bank plc
Luxembourg Listing Agent:
Commerzbank Aktiengesellschaft
Aggregate Principal Amount:
EUR 600.000.000
Issue Price:
99.227%
Issue Date:
September 27, 2017
Denomination:
The Notes will be issued in a denomination of EUR 1,000 each. The Notes are
only transferable in minimum aggregate principal amounts of EUR 100,000
and any integral multiples of EUR 1,000 above EUR 100,000.
Form of Notes:
The Notes will initially be represented by a temporary global bearer Note (the
"Temporary Global Note") without coupons which will be kept in custody
by a common depositary on behalf of Clearstream Banking S.A. and
Euroclear Bank SA/NV (the "Clearing System"). Notes represented by the
Temporary Global Note will be exchangeable for Notes represented by a

1

permanent global bearer Note (the "Permanent Global Note", and each of
the Temporary Global Note and the Permanent Global Note, a "Global
Note") without interest coupons not earlier than 40 days after the Issue Date in
accordance with the provisions set out in the Conditions of Issue. In particular
such exchange and any payment of interest on Notes represented by the
Temporary Global Note shall only be made upon delivery of certifications as
to non-U.S. beneficial ownership in accordance with the rules and operating
procedures of the Clearing System. Payments on the Temporary Global Note
will only be made against presentation of such certifications. No definitive
Notes or interest coupons will be issued.
Interest:
The Notes will bear interest from and including September 27, 2017 to, but
excluding, September 27, 2025 at a rate of 1.125% per annum, payable
annually in arrear on September 27 in each year, commencing on
September 27, 2018.
Status of the Notes:
The obligations under the Notes constitute unsecured and unsubordinated
obligations of the Issuer ranking pari passu among themselves and pari
passu without any preference with all other unsecured and unsubordinated
obligations of the Issuer, present or future, unless such obligations have
priority under mandatory provisions of statutory law.
Guarantee:
The Notes will have the benefit of an unconditional and irrevocable guarantee
of the Guarantor.

Early Redemption in Case of
The Conditions of Issue contain a change of control provision entitling the
Change of Control:
Holders to require the Issuer to redeem all of the Notes held by such Holders
in an amount equal to the then outstanding principal amount of such Notes
plus any accrued and unpaid interest thereon, provided that a Change of
Control (as defined in the Conditions of Issue) has occurred and, within the
Change of Control Period (as defined in the Conditions of Issue), a Rating
Downgrade (as defined in the Conditions of Issue) has occurred.
If 85% or more of the aggregate principal amount of the Notes then
outstanding have been redeemed following the occurrence of a Change of
Control Event, the Issuer may redeem, at its option, all (but not only part) of
the remaining Notes at a redemption price equal to the principal amount
thereof plus interest accrued to but excluding the date of such redemption.
Early Redemption at the Option
Within a period from, and including, the first day of a 3 months period before
of the Issuer:
maturity date the Issuer may, on not less than 30 days' nor more than 60 days'
prior notice of the redemption given to the Holders, redeem, at its option, the
Notes in whole but not in part, at the principal amount of the Notes together
with accrued interest to, but excluding, the relevant redemption.
The Issuer may at any time, on not less than 30 days' nor more than 60 days'
prior notice of redemption given to the Holders, redeem, at its option, the
Notes, in whole but not in part, at their Call Redemption Amount (Make
Whole) (as defined in the Conditions of Issue). The Issuer may not exercise
such option in respect of any Note which is the subject of the prior exercise
by the Holder thereof of its option to require the redemption of such Note
following a Change of Control Event (as defined in the Conditions of Issue).
Negative Pledge of the Issuer:
In § 2(2) of the Conditions of Issue, the Issuer agrees not to provide any
Security Interest (as defined in the Conditions of Issue) for any Capital
Market Indebtedness (as defined in the Conditions of Issue) without at the
same time having the Holders share equally and ratably in such Security
Interest, subject to certain exceptions.
See "CONDITIONS OF ISSUE" for further details.
Negative Pledge of the
Subject to certain exceptions, the Guarantor undertakes under the Guarantee

- 2 -

Guarantor:
not to provide any Security Interest (as defined in the Conditions of Issue) for
any Capital Market Indebtedness (as defined in the Conditions of Issue)
without at the same time having the Holders share equally and ratably in such
Security Interest. In the Guarantee, the Guarantor undertakes, subject to
certain exceptions, to procure (unless this is legally impossible or illegal) that
none of its Material Subsidiaries (as defined in the Conditions of Issue) will
provide Security Interests over their assets to secure Capital Market
Indebtedness without at the same time letting the Holders share pari passu in
such Security Interest or giving to the Holders an equivalent Security Interest.
See "GUARANTEE" for further details.
Events of Default:
The Conditions of Issue provide for events of default entitling Holders to
demand immediate redemption of the Notes, all as set out in the Conditions of
Issue.
Cross Default:
The Conditions of Issue contain a cross default clause in relation to non-
payment of Financial Indebtedness (as defined in the Conditions of Issue), all
as set out in the Conditions of Issue.
Governing Law:
The Notes will be governed by German law.
Jurisdiction:
Subject to any mandatory jurisdiction for specific proceedings under the
German Act on Debt Securities of 2009 (Schuldverschreibungsgesetz) the
place of jurisdiction for any action or other legal proceedings arising out of or
in connection with the Notes is Frankfurt am Main.
Listing and Admission to trading: Application has been made for admission of the Notes to the official list of the
Luxembourg Stock Exchange and trading on the Euro MTF of such exchange.
Selling Restrictions:
The offer and the sale of the Notes and the distribution of offering materials
are subject to specific restrictions. The relevant restrictions applicable in the
European Economic Area, the United States of America and the United
Kingdom of Great Britain and Northern Ireland, Republic of Italy and The
Netherlands are set out under "SUBSCRIPTION AND SALE OF THE
NOTES". There are no transfer and trading restrictions in relation to the
listing and the trading of the Notes on the Euro MTF market of the
Luxembourg Stock Exchange.
Clearance and Settlement:
The Notes have been accepted for clearing through Clearstream Banking S.A.
and Euroclear Bank SA/NV.
Rating of the Notes:
Moody's has assigned a prospective rating of Baa3 to the Notes and S&P has
assigned a preliminary rating of BBB to the Notes. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by one or more of the assigning rating
organizations.
Ratings of the Guarantor:
Brenntag AG is rated by S&P with BBB, outlook stable, and by Moody's with
Baa3, outlook stable.
Summary in respect of the Issuer
Information about Brenntag Finance B.V.
Brenntag Finance B.V. is a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of The Netherlands. Its (statutory) seat is in Amsterdam, The
Netherlands, and its (registered) office is at Donker Duyvisweg 44, 3316 BM Dordrecht, The Netherlands.
Brenntag Finance B.V. is registered with the Dutch Trade Register of the Chamber of Commerce under number
52903923.

- 3 -

Management Board
The management board of Brenntag Finance B.V. consists of Georg Müller, Dr. Frank Fischer, Johannes Willem
Kemming and Pieter Frederik Hendrik Harsveldt.
Organizational Structure and Share Capital
The Issuer is a wholly owned subsidiary of BRENNTAG (Holding) B.V., which has its (statutory) seat in
Amsterdam, The Netherlands, and which is an indirect subsidiary of Brenntag AG. The authorized capital of the
Issuer amounts to EUR 90,000 consisting of 900 ordinary shares of which 180 are issued and outstanding on the
date of this Offering Circular. The shares have a nominal value of EUR 100 each.
Summary in respect of the Guarantor
Information about Brenntag AG
Brenntag AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of
Germany. Its statutory seat is in Mülheim an der Ruhr and its address is Stinnes-Platz 1, 45472 Mülheim an der
Ruhr, Germany. Brenntag AG is registered with the Commercial Register of the Local Court of Duisburg under
the number HRB 22178.
Administrative, Management and Supervisory Bodies
The management board (Vorstand) of Brenntag AG is responsible for the management of Brenntag's business
and consists of the following members: Steven Holland (CEO); Georg Müller (CFO), Karsten Beckmann,
Markus Klähn and Henri Nejade.
The supervisory board (Aufsichtsrat) supervises the management board and appoints its members. The members
of the supervisory board of Brenntag AG are: Stefan Zuschke (chairman), Dr. Andreas Rittstieg (deputy
chairman), Stefanie Berlinger, Wijnand P. Donkers, Ulrich M. Harnacke and Doreen Nowotne.
Organizational Structure and Share Capital
Brenntag AG is the management and holding company and ultimate parent company of the Brenntag Group. The
share capital of Brenntag AG was EUR 154,500,000 as of June 30, 2017. It is divided into 154,500,000 ordinary
registered shares with no par value, each such share with a notional value of EUR 1.00. The share capital has
been fully paid up.

- 4 -

Selected Financial Information Relating to the Brenntag Group

Six-month period

ended June 30,

2016
2015
2017
2016
(EUR million)
(EUR million)

(audited)
(reviewed)

Selected financial information -
Consolidated Income Statement
Sales
10,498.4
10,346.1
5,974.7
5,244.1
Operating gross profit(1) (2)
2,428.7
2,321.7
1,304.2
1,217.8
Operating EBITDA(2),(3)
810.0
807.4
421.4
407.9
Profit after tax
361.0
368.1
201.5
168.1
Earnings per share
2.33
2.36
1.30
1.08

December 31,
June 30,

2016
2015
2017
2016
(EUR million)
(EUR million)

(audited)
(reviewed)

Selected financial information -
Consolidated Balance Sheet
Total assets
7,287.0
6,976.2
7,210.3
6,982.5
Equity
2,959.2
2,690.5
2,900.8
2,668.0
Working capital(4)
1,354.6
1,268.1
1,521.1
1,326.6
Net financial liabilities(5)
1,681.9
1,676.1
1,719.3
1,767.1

Six-month period

ended June 30,

2016
2015
2017
2016
(EUR million)
(EUR million)

(audited)
(reviewed)

Consolidated Cash Flow Information
Net cash provided by operating activities
539.9
593.7
123.8
214.0
Investments in non-current assets (capex)(2), (6)
(141.1)
(130.1)
(47.4)
(44.1)
Free cash flow(2), (7)
641.4
764.3
148.2
295.9

(1)
Operating gross profit is defined as the difference between external sales and cost of materials.
(2)
Brenntag is presenting this figure on the basis that some investors may find it helpful as a measure of Brenntag's performance. This
figure is not recognized as a measure under IFRS and should not be considered a substitute for income statement or cash flow data, as
determined in accordance with IFRS, or as a measure of profitability or liquidity. It does not necessarily indicate whether cash flow
will be sufficient or available for Brenntag's cash requirements, nor is it necessarily indicative of Brenntag's historical or future
operating results. Because not all companies define this measure in the same way, Brenntag's presentation of it is not necessarily
comparable to similarly-titled measures used by other companies.
(3)
Operating EBITDA is the key indicator and measure for the financial performance of the Brenntag Group. Operating EBITDA is
defined as operating profit plus amortization of intangible assets as well as depreciation of property, plant and equipment and
investment property.
(4)
Working capital is defined as trade receivables plus inventories less trade payables.
(5)
Net financial liabilities are defined as non-current financial liabilities plus current financial liabilities less cash and cash equivalents.
(6)
Investments in non-current assets (CAPEX) is defined as other additions to property, plant and equipment as well as other additions to
intangible assets.
(7)
Free cash flow is defined as operating EBITDA less CAPEX plus/less changes in working capital. Free cash flow is not a synonym
for, and does not necessarily indicate or correspond with, discretionary cash.

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